Edgar Filing: eHealth, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHAEPE CHRISTOPHER J

2. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [EHTH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS, 2200 SAND HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2006

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/18/2006		C		104,639 ⁽⁵⁾	A	$ 0 ⁽¹²⁾	699,792	D ⁽⁵⁾
Common Stock	10/18/2006		C		3,629 ⁽⁶⁾	A	$ 0 ⁽¹⁰⁾	3,782	D ⁽⁶⁾
Common Stock	10/18/2006		C		950 ⁽⁶⁾ ⁽¹³⁾	A	$ 0 ⁽¹¹⁾	4,732	D ⁽⁶⁾
Common Stock	10/18/2006		F		876 ⁽⁶⁾	A	$ 0 ⁽¹²⁾	5,608	D ⁽⁶⁾
Common Stock	10/18/2006		C		88,953 ⁽⁷⁾	A	$ 0 ⁽¹⁰⁾	92,708	D ⁽⁷⁾
Common Stock	10/18/2006		C		23,289 ⁽⁷⁾ ⁽¹³⁾	A	$ 0 ⁽¹¹⁾	115,997	D ⁽⁷⁾
Common Stock	10/18/2006		C		21,476 ⁽⁷⁾	A	$ 0 ⁽¹²⁾	137,473	D ⁽⁷⁾
Common Stock	10/18/2006		C		9,751 ⁽⁸⁾	A	$ 0 ⁽¹⁰⁾	10,162	D ⁽⁸⁾
Common Stock	10/18/2006		C		2,553 ⁽⁸⁾ ⁽¹³⁾	A	$ 0 ⁽¹¹⁾	12,715	D ⁽⁸⁾
Common Stock	10/18/2006		C		2,354 ⁽⁸⁾	A	$ 0 ⁽¹²⁾	15,069	D ⁽⁸⁾
Common Stock	10/18/2006		C		6,013 ⁽⁹⁾	A	$ 0 ⁽¹⁰⁾	6,267	D ⁽⁹⁾
Common Stock	10/18/2006		C		1,573 ⁽⁹⁾ ⁽¹³⁾	A	$ 0 ⁽¹¹⁾	7,840	D ⁽⁹⁾
Common Stock	10/18/2006		C		1,452 ⁽⁹⁾	A	$ 0 ⁽¹²⁾	9,292	D ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

⁽¹¹⁾

10/18/2006

723

⁽¹¹⁾

Common Stock

950 ⁽¹³⁾

$ 0

D ⁽⁶⁾

Series B Convertible Preferred Stock

⁽¹¹⁾

10/18/2006

17,717

⁽¹¹⁾

Common Stock

23,289 ⁽¹³⁾

$ 0

D ⁽⁷⁾

Series B Convertible Preferred Stock

⁽¹¹⁾

10/18/2006

1,942

⁽¹¹⁾

Common Stock

2,553 ⁽¹³⁾

$ 0

D ⁽⁸⁾

Series B Convertible Preferred Stock

⁽¹¹⁾

10/18/2006

1,197

⁽¹¹⁾

Common Stock

1,573 ⁽¹³⁾

$ 0

D ⁽⁹⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

56,086

⁽¹²⁾

Common Stock

56,086

$ 0

D ⁽¹⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

64,130

⁽¹²⁾

Common Stock

64,130

$ 0

D ⁽²⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

8,096

⁽¹²⁾

Common Stock

8,096

$ 0

D ⁽³⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

2,485

⁽¹²⁾

Common Stock

2,485

$ 0

D ⁽⁴⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

104,639

⁽¹²⁾

Common Stock

104,639

$ 0

D ⁽⁵⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

876

⁽¹²⁾

Common Stock

876

$ 0

D ⁽⁶⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

21,476

⁽¹²⁾

Common Stock

21,476

$ 0

D ⁽⁷⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

2,354

⁽¹²⁾

Common Stock

2,354

$ 0

D ⁽⁸⁾

Series C Convertible Preferred Stock

⁽¹²⁾

10/18/2006

1,452

⁽¹²⁾

Common Stock

1,452

$ 0

D ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHAEPE CHRISTOPHER J C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025	X	X
WPG Enterprise Fund III, L.L.C. 2200 SAND HILL ROAD MENLO PARK,, CA 94025		X
Weiss, Peck & Greer Venture Associates IV, L.L.C. 2200 SAND HILL ROAD MENLO PARK,, CA 94025		X
Weiss, Peck & Greer Venture Associates IV Cayman, L.P. 2200 SAND HILL ROAD MENLO PARK, CA 94025		X
WPG INFORMATION SCIENCES ENTREPRENEUR FUND LP 2200 SAND HILL ROAD MENLO PARK, CA 94025		X
WEISS PECK & GREER VENTURE ASSOCIATES V LLC 2200 SAND HILL ROAD MENLO PARK, CA 94025		X
WEISS PECK & GREER VENTURE ASSOCIATES V-A LLC 2200 SAND HILL ROAD MENLO PARK, CA 94025		X

Signatures

/s/ Christopher J. Schaepe		10/18/2006
^**Signature of Reporting Person		Date
/s/ Christopher J. Schaepe, Managing Member, WPG VC Fund Adviser, LLC, for WPGEF III, WPGVA IV, WPGVA IV Cayman, WPGISEF		10/18/2006
^**Signature of Reporting Person		Date
/s/ Christopher J. Schaepe, Managing Member, WPG VC Fund Adviser II, LLC, for WPGVA V, WPGVA V-A, WPGVA V Cayman, WPGISEF II, WPGISEF II-A		10/18/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares are held by WPG Enterprise Fund III, LLC ("WPGEF III"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the fund investment advisory member of WPGEF III. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGEF III, except to the extent of his pecuniary interest therein.
(2)	Shares are held by Weiss, Peck & Greer Venture Associates IV, LLC ("WPGVA IV"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the fund investment advisory member of WPGVA IV. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA IV, except to the extent of his pecuniary interest therein.
(3)	Shares are held by Weiss, Peck & Greer Venture Associates IV Cayman, LP ("WPGVA IV Cayman"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the fund investment advisory partner of WPGVA IV Cayman. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA IV Cayman, except to the extent of his pecuniary interest therein.
(4)	Shares are held by WPG Information Sciences Entrepreneur Fund, LP ("WPGISEF"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the general partner of WPGISEF. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGISEF, except to the extent of his pecuniary interest therein.
(5)	Shares are held by Weiss, Peck & Greer Venture Associates V, LLC ("WPGVA V"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGVA V. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA V, except to the extent of his pecuniary interest therein
(6)	Shares are held by Weiss, Peck & Greer Venture Associates V-A, LLC ("WPGVA V-A"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGVA V-A. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA V-A, except to the extent of his pecuniary interest therein.
(7)	Shares are held by Weiss, Peck & Greer Venture Associates V Cayman, LP ("WPGVA V Cayman"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory partner of WPGVA V Cayman. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA V Cayman, except to the extent of his pecuniary interest therein.
(8)	Shares are held by WPG Information Sciences Entrepreneur Fund II, LLC ("WPGISEF II"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGISEF II. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGISEF II, except to the extent of his pecuniary interest therein.
(9)	Shares are held by WPG Information Sciences Entrepreneur Fund II-A, LLC ("WPGISEF II-A"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGISEF II-A. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGISEF II-A, except to the extent of his pecuniary interest therein.
(10)	The Series A Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date.
(11)	The Series B Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1.3145 basis and had no expiration date.
(12)	The Series C Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date.
(13)	Reflects the 1-for-1.3145 conversion ratio which became effective upon the closing of the Issuer's initial public offering.
Remarks: This is the second of four Forms 4 filed by the Reporting Person on this date to report transactions occurring on October 18, 2006 because there are more than 10 joint filers and multiple transactions. See Exhibit 99 Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.